aqms20250930

aqms20250930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-37515

Aqua Metals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-1169572
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification no.)

5370 Kietzke Lane, Suite 201

Reno, Nevada 89511

(Address of principal executive offices, including zip code)

(775) 446-4418

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class of stock:	Trading symbol	Name of each exchange on which registered:
Common Stock	AQMS	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company (as defined in Rule 12b-2 of the Act):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 7, 2025, there were 2,979,263 outstanding shares of the common stock of Aqua Metals, Inc.

Table of Contents

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 - Unaudited	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 - Unaudited	2
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 - Unaudited	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 - Unaudited	4
	Notes to Condensed Consolidated Financial Statements - Unaudited	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
	PART II - OTHER INFORMATION
Item 1A.	Risk Factors	20
Item 5	Other Information	20
Item 6.	Exhibits	21

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AQUA METALS, INC.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except share and per share amounts)

	*September 30, 2025*			*December 31, 2024*
ASSETS
Current assets
Cash and cash equivalents	$	3,586		$	4,079
Note receivable - LINICO		—			100
Inventory		244			251
Prepaid expenses and other current assets		137			214
Total current assets		3,967			4,644

Non-current assets
Property and equipment, net		5,911			16,473
Intellectual property, net		93			146
Other assets		533			5,102
Total non-current assets		6,537			21,721

Total assets	$	10,504		$	26,365

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	718		$	1,227
Accrued expenses		2,506			3,130
Lease liability, current portion		235			289
Notes payable related-party, current portion		—			306
Note payable, current portion		—			3,230
Total current liabilities		3,459			8,182

Non-current liabilities
Lease liability, non-current portion		285			446
Warrant liability		238			1,493
Total liabilities		3,982			10,121

Commitments and contingencies (see Note 13)

Stockholders’ equity
Common stock; $0.001 par value; 300,000,000 shares authorized; 1,856,815 and 1,848,968, shares issued and outstanding as of September 30, 2025, respectively and 776,026 and 773,084 shares issued and outstanding as of December 31, 2024, respectively		2			1
Additional paid-in capital		272,527			264,205
Accumulated deficit		(265,976	)		(247,770	)
Treasury stock, at cost; common shares: 7,847 and 2,942 as of September 30, 2025 and December 31, 2024, respectively		(31	)		(192	)
Total stockholders’ equity		6,522			16,244

Total liabilities and stockholders’ equity	$	10,504		$	26,365

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AQUA METALS, INC.

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except share and per share amounts)

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*

Operating cost and expense
Plant operations	$	576		$	1,617		$	2,076		$	6,198
Research and development cost		328			398			960			1,349
Impairment and loss on disposal of property, plant and equipment		25			448			9,037			448
General and administrative expense		2,136			2,748			6,707			9,170
Total operating expense		3,065			5,211			18,780			17,165

Loss from operations		(3,065	)		(5,211	)		(18,780	)		(17,165	)

Other income and (expense)
Interest expense		(12	)		(83	)		(659	)		(273	)
Loss on extinguishment of debt		—			—			(825	)		—
Interest and other income		28			84			805			329
Change in fair value of warrant liability		(72	)		—			1,255			—

Total other income, net		(56	)		1			576			56

Loss before income tax expense		(3,121	)		(5,210	)		(18,204	)		(17,109	)

Income tax expense		—			—			2			3

Net loss		(3,121	)		(5,210	)		(18,206	)		(17,112	)


Weighted average shares outstanding, basic and diluted		1,426,216			681,619			1,049,376			617,151

Basic and diluted net loss per share	$	(2.19	)	$	(7.64	)	$	(17.35	)	$	(27.73	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AQUA METALS, INC.

Condensed Consolidated Statements of Stockholders’ Equity - Unaudited

(in thousands, except share amounts)

Additional

Total

Common Stock

Paid-i

SEC Form 10-Q filed by Aqua Metals Inc.